What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-20 compared with 2025-02-21 · 194 added, 189 removed, 1022 unchanged (27% of the section changed)

18 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accident-related and Workers Compensation Claims Accruals — Refer to Note 1 to the financial statements

9 unchanged sentences

• We evaluated the methods and assumptions used by management to estimate certain claims accruals by:

◦ Testing the underlying data and inputs for completeness and accuracy that served as the basis for the actuarial analysis, including reconciling the claims data to the Company’s actuarial analysis, testing the annual exposure data, and testing current year claims and payment data.

◦ Comparing management’s selected claims accrual estimates to the range provided by their third-party actuary and to historical trends.

11 unchanged sentences

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 20, 2026, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Cowan Systems, which was acquired on December 2, 2024, and whose financial statements constitute 9.4% of total assets of the consolidated financial statement total assets and 0.9% of operating revenues of the consolidated financial statement operating revenues as of and for the year ended December 31, 2024.

Accordingly, our audit did not include the internal control over financial reporting at Cowan Systems.

Basis for Opinion

43 unchanged sentences

Foreign currency translation adjustment—net 0.6 ( 0.9 ) 0.5

Net unrealized gains (losses) on marketable securities—net of tax 0.5 1.1 ( 3.5 )

Net unrealized gains on marketable securities—net of tax 1.3 0.5 1.1

Total other comprehensive income (loss)—net 1.9 ( 0.4 ) 1.6

55 unchanged sentences

Accumulated other comprehensive loss ( 1.9 ) ( 3.8 )

Treasury stock at cost ( 3,795,036 and 2,505,267 shares)

Treasury stock at cost 4,416,854 and 3,795,036 shares, respectively

( 111.0 ) ( 96.4 )

14 unchanged sentences

Proceeds from lease receipts 61.5 62.0 74.9

Loss on sale of business — — 5.0

Deferred income taxes ( 3.2 ) 3.9 55.8

Long-term incentive and share-based compensation expense 17.1 12.6 15.8

Gains on investments in equity securities—net ( 2.3 ) ( 19.7 ) ( 13.7 )

Loss (gains) on investments in equity securities—net 0.5 ( 2.3 ) ( 19.7 )

Other noncash items—net 1.6 2.3 0.5

27 unchanged sentences

Other financing activities ( 4.3 ) ( 3.8 ) ( 6.3 )

Net cash provided by (used in) financing activities 120.6 ( 55.7 ) ( 116.7 )

Net cash (used in) provided by financing activities ( 207.3 ) 120.6 ( 55.7 )

Net increase (decrease) in cash and cash equivalents 83.9 15.2 ( 283.3 )

10 unchanged sentences

Sale of assets in exchange for notes receivable — 4.0 —

Cash paid (refunded) during the period for:

Cash paid during the period for:

Interest 32.0 14.3 10.2

Income taxes—net of refunds ( 0.2 ) 67.6 52.8

See notes to consolidated financial statements.

5 unchanged sentences

Net income — — 238.5 — — 238.5

Other comprehensive loss — — — ( 5.0 ) — ( 5.0 )

Other comprehensive income — — — 1.6 — 1.6

Share-based compensation expense — 17.0 — — — 17.0

Dividends declared at $ 0.36 per share of Class A and Class B common shares — — ( 64.4 ) — — ( 64.4 )

Repurchases of common stock — — — — ( 66.9 ) ( 66.9 )

Share issuances — 0.1 — — — 0.1

3 unchanged sentences

Net income — — 117.0 — — 117.0

Other comprehensive income — — — 1.6 — 1.6

Other comprehensive loss — — — ( 0.4 ) — ( 0.4 )

Share-based compensation expense — 13.9 — — — 13.9

1 unchanged sentence

Repurchases of common stock — — — — ( 29.5 ) ( 29.5 )

Share issuances — 0.1 — — — 0.1

Exercise of employee stock options — 2.6 — — — 2.6

2 unchanged sentences

Net income — — 103.6 — — 103.6

Other comprehensive loss — — — ( 0.4 ) — ( 0.4 )

Other comprehensive income — — — 1.9 — 1.9

Share-based compensation expense — 18.5 — — — 18.5

9 unchanged sentences

Nature of Operations

We are one of the largest providers of surface transportation and logistics solutions in North America that, through our wholly owned subsidiaries, provides safe, reliable, and innovative truckload, intermodal, and logistics services to a diverse group of customers throughout the continental U.S., Canada, and Mexico.

We are among North America’s leading providers of multimodal transportation and logistics solutions that, through our wholly owned subsidiaries, provides safe, reliable, and innovative truckload, intermodal, and logistics services to a diverse group of customers throughout the continental U.S., Canada, and Mexico.

Principles of Consolidation and Basis of Presentation

58 unchanged sentences

Gains and losses are recognized at the time of sale or disposition and are classified in operating supplies and expenses—net in the consolidated statements of comprehensive income.

For the years ended December 31, 2024, 2023, and 2022, we recognized $ 3.5 million of net gains, $ 28.7 million of net gains, and $ 85.7 million of net gains on the sale of property and equipment, respectively.

Net gains for 2022 were primarily related to the sale of the Company’s Canadian facility.

For the years ended December 31, 2025, 2024, and 2023, we recognized net gains of $ 10.6 million, $ 3.5 million, and $ 28.7 million on the sale of property and equipment, respectively.

Assets Held for Sale

22 unchanged sentences

Capitalized computer costs are evaluated for impairment on an ongoing basis.

If events or changes in circumstances (such as the manner in which the hosting arrangement is expected to be used) indicate that the carrying value may not be recoverable, the

Company will evaluate the asset for impairment.

If impairment is identified, it is recorded in operating supplies and expenses—net in the consolidated statements of comprehensive income.

If events or changes in circumstances (such as the manner in which the hosting arrangement is expected to be used) indicate that the carrying value may not be recoverable, the Company will evaluate the asset for impairment.

Impairment losses are recorded in operating supplies and expenses—net in the consolidated statements of comprehensive income.

We recorded no significant impairment for the years ended December 31, 2025, 2024, or 2023.

The following table provides information related to our internal use software and CCA implementation costs as of the dates shown.

7 unchanged sentences

$ 20.5 $ 25.5

(1) On the consolidated balance sheets, the current portion of CCA implementation costs are included within prepaid expenses and other current assets and amounted to $ 6.7 million for the years ended December 31, 2024 and 2023, and the noncurrent portion is included in internal use software and other noncurrent assets and amounted to $ 18.8 million and $ 22.2 million for the years ended December 31, 2024 and 2023, respectively.

Goodwill is tested for impairment annually in October, or more frequently if impairment indicators exist.

(1) On the consolidated balance sheets, the current portion of CCA implementation costs are included within prepaid expenses and other current assets and amounted to $ 7.6 million and $ 6.7 million for the years ended December 31, 2025 and 2024, respectively, and the noncurrent portion is included in internal use software and other noncurrent assets and amounted to $ 12.9 million and $ 18.8 million for the years ended December 31, 2025 and 2024, respectively.

Goodwill is tested for impairment annually in October, or upon an indicator of impairment.

The carrying amount of a reporting unit’s goodwill is considered not recoverable and an impairment loss is recorded if the carrying amount of the reporting unit exceeds the reporting unit’s fair value, as determined based on the combination of income and market approaches.

19 unchanged sentences

Treasury Stock

In 2023, the Board approved a stock repurchase program (the “Share Repurchase Program”) in which it periodically purchases its own common stock to offset the dilutive effects of equity grants to employees over time.

We have a share repurchase program (the “Share Repurchase Program”) in which we periodically purchase our own common stock to offset the dilutive effects of equity grants to employees over time.

The Inflation Reduction Act of 2022 subjects repurchases to a 1% nondeductible excise tax, which is included in the cost.

The repurchased stock is classified as treasury stock on the consolidated balance sheets and is held at cost.

See Note 10, Common Equity for more information about the current plan.

Share-based Compensation

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We do not discount our estimated losses.

As of December 31, 2024 and 2023, we had a net accrual of $ 236.6 million and $ 178.4 million, respectively, for estimated claims which includes receivables recorded for the reinsurance we expect to receive on claims;

as of December 31, 2024 and 2023, we recorded $ 54.2 million and $ 3.5 million in estimated reinsurance receivables.

As of December 31, 2025 and 2024, we had estimated claims accruals of $ 320.8 million and $ 290.8 million, respectively.

As of December 31, 2025 and 2024, we recorded $ 65.2 million and $ 54.2 million in estimated reinsurance receivables which are included in our trade accounts receivable and internal use software and other noncurrent assets on our consolidated balance sheets.

In addition, we are required to pay certain advanced deposits and monthly premiums.

7 unchanged sentences

As of December 31, 2025, the Company’s consolidated balance sheets included $ 0.9 million of grant receivables within other receivables and $ 2.5 million and $ 9.5 million in deferred grant income within other current liabilities and other noncurrent liabilities, respectively.

As of December 31, 2023 the Company’s consolidated balance sheets included

$ 2.1 million of grant receivables within other receivables and $ 2.4 million and $ 13.5 million in deferred grant income within other current liabilities and other noncurrent liabilities, respectively.

Sale of Business

On November 30, 2022, the Company entered into a management buyout agreement to sell 100% of its China-based logistics operations to certain members of Asia’s management team, ceasing Schneider’s Asia operations.

The sale resulted in the recognition of a $ 5.0 million loss, which was recorded within operating supplies and expenses—net in the consolidated statements of comprehensive income, and operating results through the date of sale are included within Other.

In conjunction with the management buyout agreement, a $ 4.1 million payment was made and is included within acquisitions and sale of business, net of cash acquired on the consolidated statements of cash flows.

As of December 31, 2024 the Company’s consolidated balance sheets included $ 0.2 million of grant receivables within other receivables and $ 2.4 million and $ 11.1 million in deferred grant income within other current liabilities and other noncurrent liabilities, respectively.

Accounting Standards Issued but Not Yet Adopted

On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures .

This ASU expands the disclosures related to rate reconciliations by requiring entities to disclose items meeting a quantitative threshold and eight categories.

The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

We believe this standard will expand our disclosures but will not impact our consolidated financial statements.

We will adopt this standard in the fourth quarter of 2025.

On November 4, 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40 .

On November 4, 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), as amended by ASU 2025-01.

This ASU expands disclosures related to certain costs and expenses included within each relevant expense caption presented on the face of the income statement.

2 unchanged sentences

We will adopt this standard in the fourth quarter of 2027.

Cowan Systems

On December 2, 2024 , we acquired 100 % of the membership interest of Cowan Systems and affiliated entities holding assets comprising substantially all of Cowan Systems’ business for approximately $ 398.6 million inclusive of cash and other working capital adjustments.

On December 30, 2024, we paid $ 31.1 million for select Cowan Systems real estate assets in a separate transaction.

On September 18, 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) .

This ASU modernizes accounting for internal use software, removing references to prescriptive and sequential software development stages.

Rather, entities will be required to start capitalizing software costs when management has authorized and committed to funding the software project and the probable-to-complete recognition threshold has been met.

The provisions of this standard are effective for annual reports beginning after December 15, 2027 and subsequent interim periods, with early adoption permitted.

The standard may be applied prospectively, retrospectively, or a modified approach.

We are currently evaluating the impact and will adopt this standard in the first quarter of 2028.

On December 4, 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832) - Accounting for Government Grants Received by Business Entities .

This ASU adds authoritative guidance about the recognition, measurement, and presentation of government grants.

Previously, entities needed to analogize the guidance of International Accounting Standards 20.

Entities will

be required to recognize grants through either the deferred income approach or the cost accumulation approach.

For the deferred income approach, the grant income is recognized over the period that the entity recognizes expenses that the grant is intended to compensate.

This standard is effective for annual reporting periods beginning after December 15, 2028, with early adoption permitted.

We do not believe that this standard will have a material effect on our consolidated financial statements.

We will adopt the standard in the first quarter of 2028.

On December 8, 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) - Narrow-Scope Improvements .

This standard aims to increase the navigability and clarity of Topic 270 and includes a requirement that entities disclose material events from the end of the last annual reporting period.

This standard is effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted.

We do not believe that this standard will have a material effect on our consolidated financial statements.

We will adopt the standard in the first quarter of 2028.

On December 17, 2025, the FASB issued ASU 2025-12, Codification Improvements .

This standard makes minor changes to clarify, correct, or make minor improvements to 33 Accounting Standard Codification topics.

This ASU is effective for interim and annual reporting periods beginning after December 15, 2026, with early adoption permitted.

We do not expect any of the amendments to have a material effect on the Company’s financial statements.

We will adopt the standard in the first quarter of 2027.

On December 2, 2024 , we acquired 100 % of the membership interest of Cowan and affiliated entities holding assets comprising substantially all of Cowan’ business for approximately $ 398.6 million inclusive of cash and other working capital adjustments.

On December 30, 2024, we paid $ 31.1 million for select Cowan real estate assets in a separate transaction.

The acquisition was financed through a combination of cash on hand and borrowings under a new $400.0 million delayed-draw term loan facility.

See Note 7, Debt and Credit Facilities for more information on the delayed-draw term loan facility .

Cowan Systems is primarily a dedicated carrier with a portfolio of complementary services including brokerage, drayage, and warehousing, based in Baltimore, MD, operating primarily in the Eastern and Mid-Atlantic regions of the U.S.

Cowan is primarily a dedicated carrier with a portfolio of complementary services including brokerage, drayage, and warehousing, based in Baltimore, MD, operating primarily in the Eastern and Mid-Atlantic regions of the U.S.

which we believe complements our growing dedicated operations.

The acquisition of Cowan Systems was accounted for under the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized on the consolidated balance sheets at their fair values as of the acquisition date.

The acquisition of Cowan was accounted for under the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized on the consolidated balance sheets at their fair values as of the acquisition date.

These inputs represent Level 3 measurements in the fair value hierarchy and required significant judgments and estimates at the time of valuation.

4 unchanged sentences

Acquisition-related costs consisting of fees incurred for advisory, legal, and accounting services were $ 2.0 million and were primarily included in other general expenses in the Company’s consolidated statements of comprehensive income for the period ended December 31, 2024.

Certain amounts recorded in connection with the acquisition are still considered preliminary as we continue to gather the necessary information to finalize our fair value estimates and provisional amounts.

Provisional amounts include items related to working capital adjustments, intangibles, and deferred taxes.

The following table summarizes the preliminary purchase price allocation for Cowan Systems, which may be adjusted as we finalize our fair value estimates and provisional amounts.

Costs were not material for 2025.

We finalized our purchase accounting during the fourth quarter of 2025.

The following table summarizes the final Cowan purchase price allocation, including measurement period adjustments.

Recognized amounts of identifiable assets acquired and liabilities assumed (in millions)

December 2, 2024

Opening Balance Sheet Adjustments Adjusted December 2, 2024

Opening Balance Sheet

4 unchanged sentences

Internal use software and other noncurrent assets (1)

1.5 40.1 41.6

Goodwill 46.2 ( 41.3 ) 4.9

7 unchanged sentences

Net assets acquired $ 398.6 $ — $ 398.6

Combined unaudited pro forma operating revenues of the Company and Cowan Systems would have been approximately $ 5,870.0 million and $ 6,165.6 million for the years ended December 31, 2024 and 2023, respectively, and our earnings for the same periods would not have been materially different.

(1) Includes customer relationships, deferred tax assets, trademarks, and internal use software.

Combined unaudited pro forma operating revenues of the Company and Cowan would have been approximately $ 5,870.0 million and $ 6,165.6 million for the years ended December 31, 2024 and 2023, respectively, and our earnings for the same periods would not have been materially different.

M&M Transport Services, LLC

8 unchanged sentences

Non-compete agreements were recorded based on the amount paid at closing.

Acquisition-related costs, which consist of fees incurred for advisory, legal, and accounting services, were not material for the period ended December 31, 2024.

They were $ 0.9 million for the period ended December 31, 2023 and were included in other general expenses in the Company’s consolidated statements of comprehensive income.

The following table summarizes the final purchase price allocation for M&M, including adjustments during the measurement period.

Acquisition-related costs, which consist of fees incurred for advisory, legal, and accounting services, were not material for the periods ended December 31, 2025, 2024, and 2023 and were included in other general expenses in the Company’s consolidated statements of comprehensive income.

The following table summarizes the final M&M purchase price allocation, including measurement period adjustments.

Recognized amounts of identifiable assets acquired and liabilities assumed (in millions)

20 unchanged sentences

The following unaudited pro forma revenues give effect to the acquisition had it been effective January 1, 2023.

Combined unaudited pro forma operating revenues of the Company and M&M would have been approximately $ 5,569.6 million during the year ended December 31, 2023 and $ 6,729.6 million during the year ended December 31, 2022.

Combined unaudited pro forma operating revenues of the Company and M&M would have been approximately $ 5,569.6 million during the year ended December 31, 2023.

Our earnings for the same periods would not have been materially different.

deBoer Transportation, Inc.

We entered into a Securities Purchase Agreement, dated June 7, 2022 , to acquire 100 % of the outstanding equity of deBoer, a regional, dedicated carrier headquartered in Blenker, WI.

The acquisition provided Schneider the opportunity to expand our tractor and trailer fleet primarily within our dedicated Truckload operations, as well as our company driver capacity.

The aggregate purchase price of the acquisition was approximately $ 34.6 million inclusive of certain cash and net working capital adjustments, and the assets acquired consisted primarily of rolling stock.

The acquisition was accounted for under the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized on the consolidated balance sheets at their fair values as of the acquisition date.

The fair values of net assets acquired were determined using Level 3 inputs.

The excess of the purchase price over the estimated fair value of the net assets was recorded as goodwill within the Truckload segment.

Acquisition-related costs, which consisted of fees incurred for advisory, legal, and accounting services, were $ 0.3 million and were included in other general expenses in the Company’s consolidated statements of comprehensive income for the period ended December 31, 2022.

Operating results for deBoer are included in our consolidated results of operations from the acquisition date.

Pro forma information for this acquisition is not provided as it did not have a material impact on the Company’s consolidated operating results.

REVENUE RECOGNITION

1 unchanged sentence

The majority of our revenues are related to transportation and have similar characteristics.

M&M, MLS, and deBoer revenues since the acquisition dates are included within Transportation revenues, consistent with the remainder of our Truckload segment.

Beginning on December 2, 2024, Cowan Systems revenues are included in Transportation revenues, consistent with our other Truckload and Logistics segments.

Cowan and M&M revenues since the acquisition dates are included within Transportation revenues, consistent with the remainder of our Truckload segment.

The following table summarizes our revenues by type of service, which are explained in greater detail below.

14 unchanged sentences

Pricing information is supplied by rate schedules that accompany negotiated contracts.

Occasionally we provide freight movements to customers in exchange for non-monetary services.

The fair value of non-monetary consideration on these freight movements is included in operating revenues on the consolidated statements of comprehensive income and consists primarily of transportation equipment.

There were no revenues recorded in 2024 and 2023 for freight movements in exchange for non-monetary consideration.

The amount of operating revenues recorded for these services was $ 16.0 million in 2022.

Occasionally we provide freight services for customers in exchange for non-monetary consideration;

none occurred in the years presented.

Transportation orders are short-term in nature generally having terms of significantly less than one year.

31 unchanged sentences

Logistics management 19.3

Total $ 278.1

This disclosure does not include revenue related to performance obligations that are part of a contract with an original expected duration of one year or less, nor does it include expected consideration related to performance obligations for which the Company elects to recognize revenue in the amount it has a right to invoice (e.g., usage-based pricing terms).

3 unchanged sentences

Other current assets—Contract assets $ 21.3 $ 22.2 $ 23.7

Other current liabilities—Contract liabilities — — 2.6

We generally receive payment within 40 days of completion of performance obligations.

Contract assets in the table above relate to revenue in transit at the end of the reporting period.

Contract liabilities relate to amounts customers paid in advance of the associated service.

We had no contract liabilities related to amounts customers paid in advance of the associated service for the years ended December 31, 2025, 2024, or 2023.

Practical Expedients

14 unchanged sentences

See Note 5, Investments , for additional information.

The fair value of the Company’s unsecured debt was $ 145.9 million and $ 183.2 million as of December 31, 2024 and 2023, respectively.

The fair value of the Company’s unsecured, fixed rate debt was $ 51.7 million and $ 145.9 million as of December 31, 2025 and 2024, respectively.

The carrying value of the Company’s debt was $ 50.0 million and $ 145.0 million as of December 31, 2025 and 2024, respectively.

22 unchanged sentences

Equity Investments without Readily Determinable Fair Values

The Company’s primary strategic equity investments without readily determinable fair values include PSI, a provider of telematics and fleet management tools;

MLSI, a transportation technology development company;

and ChemDirect, a business- to-business digital marketplace for the chemical industry.

These investments are being accounted for under ASC 321, Investments - Equity Securities, using the measurement alternative, and their combined values as of December 31, 2024 and 2023 were $ 124.4 million and $ 121.8 million, respectively.

If the Company identifies observable price changes for identical or similar securities of the same issuer, the equity security is measured at fair value as of the date the observable transaction occurred using Level 3 inputs.

In addition to our investment in MLSI, we also hold a $ 10.0 million note receivable from MLSI as of December 31, 2024 and 2023.

The note was funded during the first quarter of 2023, is subject to interest over its term, and matures in March 2030.

We also hold a $ 2.5 million note receivable from PSI as of December 31, 2024.

This note was executed and funded during the second quarter of 2024, is subject to interest over its term, and matures in March 2027.

Subsequent to December 31, 2024, the Company entered into a short-term note receivable with MLSI for the amount of $13.0 million.

The Company’s primary strategic equity investments without readily determinable fair values include PSI, a provider of telematics and fleet management tools, and MLSI, a transportation technology development company.

The Company previously had an investment in ChemDirect, a business-to-business digital marketplace for the chemical industry.

In February 2025, ChemDirect’s Board approved the dissolution of the company, and we recorded a $ 4.9 million loss in other expense—net on the consolidated statements of comprehensive income for the year ended December 31, 2025.

During the first quarter of 2025, the Company funded a $ 13.0 million short term note receivable for MLSI which bore interest at 7.5%.

In May 2025, the note receivable and accrued interest of $ 0.4 million were converted into $ 13.4 million of preferred stock in a noncash transaction.

These investments are accounted for under ASC 321, Investments - Equity Securities, using the measurement alternative.

Their combined values as of December 31, 2025 and 2024 were $ 137.3 million and $ 124.4 million, respectively.

When the Company identifies observable price changes for identical or similar securities of the same issuer, the related equity security is remeasured at fair value as of the date the observable transaction occurred using Level 3 inputs.

In addition to our investment in MLSI, we hold a $ 10.0 million note receivable from MLSI that was funded during the first quarter of 2023.

The note accrues interest over its term and matures in March 2030.

As of December 31, 2025 and 2024, the balances, including accrued interest, were $ 12.2 million and $ 11.4 million, respectively.

We also hold a $ 2.5 million note receivable from PSI that was executed and funded during the second quarter of 2024.

This note accrues interest over its term and matures in March 2027.

The outstanding balances, including accrued interest, were $ 2.8 million and $ 2.6 million as of December 31, 2025 and 2024, respectively.

The following table summarizes the activity related to these equity investments during the periods presented.

3 unchanged sentences

Upward adjustments (1)

2.5 20.0 25.8

Downward adjustments 4.9 — —

Cumulative upward adjustments 78.9

3 unchanged sentences

Our net investment and activity were not material for the years ended December 31, 2025, 2024, and 2023.

in 2022 we recognized a pre-tax net loss of $12.1 million.

See Note 4, Fair Value , for additional information on the fair value of our investment in TuSimple.

Equity Method Investment

In the second quarter of 2023, the Company invested $ 5.0 million consisting primarily of internal use software and cash in exchange for a 50 % non-controlling ownership interest in Scope 23 LLC, an entity that provides a platform for shippers to track and manage their greenhouse gas emissions.

Our interest is being accounted for under ASC 323, Investments - Equity Method and Joint Ventures.

9 unchanged sentences

Acquisition (see Note 2) 46.2 — 46.2

Acquisition adjustments (see Note 2) ( 1.1 ) — ( 1.1 )

Balance on December 31, 2024 363.7 14.2 377.9

Acquisition (see Note 2) 46.2 — 46.2

Acquisition adjustments (see Note 2) ( 40.5 ) — ( 40.5 )

Balance on December 31, 2025 $ 323.2 $ 14.2 $ 337.4

During the year ended December 31, 2024, we recorded goodwill in conjunction with the acquisition of Cowan Systems which was recorded within the Truckload segment.

During the year ended December 31, 2025, we recorded $ 18.5 million of customer relationships and $ 10.5 million of trademarks in connection with the finalization of purchase accounting related to the Cowan acquisition.

These identifiable, finite-lived intangible assets are being amortized over their weighted-average amortization period of 15.0 years.

Refer to Note 2, Acquisitions, for further details.

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During the fourth quarter of 2025 and 2024, annual impairment tests were performed for our reporting units with goodwill as of October 31, our assessment date.

In 2023, as a result of reorganizing the operating segments within Truckload, two goodwill impairment tests were performed within our Truckload segment, one before the operating segment reorganization and one after the operating segment reorganization.

Refer to Note 14, Segment Reporting, for further details on the segment reorganization.

No impairments resulted as part of the 2025 or 2024 annual impairment tests.

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(in millions) December 31, 2025 December 31, 2024

Unsecured senior notes:

principal payable at maturities ranging from 2025 through 2028 ;

Unsecured senior note:

principal payable at maturity in 2028 ;

interest payable in semiannual installments through the same timeframe;

1 unchanged sentence

$ 50.0 $ 145.0

Revolving credit agreement:

matures November 2027;

variable rate interest payments due monthly based on the Term SOFR;

weighted-average interest rate of 6.43 % for 2024 and 2023

Receivables purchase agreement:

matures May 2027;

variable rate interest payments due monthly based on the Term SOFR;

variable rate interest payments due monthly based on Term SOFR;

weighted-average interest rate of 5.33 % for 2025 and 6.12 % in 2024

1 unchanged sentence

matures November 2029;

variable rate interest payments due monthly based on the Term SOFR;

weighted-average interest rate of 5.61 % for 2024

variable rate interest payments due monthly based on Term SOFR;

weighted-average interest rate of 5.38 % for 2025 and 5.61 % for 2024

Total debt and credit facilities 397.5 515.0

Current maturities ( 8.6 ) ( 98.7 )

Debt issuance costs ( 0.5 ) —

Long-term debt and credit facilities $ 388.4 $ 416.3

3 unchanged sentences

Our Revolving Credit Agreement (the “2022 Credit Facility”) provides borrowing capacity of $ 250.0 million and allows us to request an additional increase in total commitment by up to $ 150.0 million, for a total potential commitment of $ 400.0 million through November 2027.

The 2022 Credit Facility also provides a sublimit of $ 100.0 million to be used for the issuance of letters of credit.

Standby letters of credit under these agreements amounted to $ 0.4 million as of December 31, 2024 and 2023 and were primarily related to the requirements of certain of our real estate leases.

During the second quarter of 2024, we renewed our Receivables Purchase Agreement (the “2024 Receivables Purchase Agreement”), which allows us to borrow funds against qualifying trade receivables up to $ 200.0 million through May 2027, inclusive of a $ 100.0 million sublimit to be used for the issuance of letters of credit.

Our previous agreement, the “2021 Receivables Purchase Agreement,” allowed us to borrow up to $ 150.0 million against qualifying trade receivables at rates based on the one-month Term SOFR and had a maturity date of July 2024.

Borrowings under the 2024 Receivables Purchase Agreement were included within long-term debt and finance lease obligations as of December 31, 2024.

As of December 31, 2023, borrowings under the 2021 Receivables Purchase Agreement were included within our current maturities of debt and

finance lease obligations due to the pending maturity date.

As of December 31, 2024 and December 31, 2023, standby letters of credit under these agreements amounted to $ 97.8 million and $ 81.4 million, respectively, and were primarily related to the requirements of certain of our insurance obligations.

On August 30, 2023, SNL issued and sold $ 50.0 million in notes pursuant to the Private Shelf Agreement to certain affiliates of PGIM, Inc.

The 2022 Credit Facility also includes a $ 100.0 million sublimit for the issuance of letters of credit.

Standby letters of credit under this agreement totaled $ 0.4 million as of December 31, 2025 and 2024, primarily related to real estate lease requirements.

In the second quarter of 2024, we renewed our Receivables Purchase Agreement (the “2024 Receivables Purchase Agreement”), which provides borrowing capacity of up to $ 200.0 million against qualifying trade receivables through May 2027.

This agreement includes a $ 100.0 million sublimit for the issuance of letters of credit, which was increased to $ 150.0 million pursuant to an amendment executed in the third quarter of 2025.

Our previous agreement, the “2021 Receivables Purchase Agreement,” provided borrowing capacity of up to $ 150.0 million against qualifying trade receivables at rates based on the one-month Term SOFR and matured in July 2024.

Borrowings under the 2024 Receivables Purchase Agreement were classified as long-term debt and finance lease obligations as of December 31, 2024.

Standby letters of credit under these agreements totaled $ 102.9 million and $ 97.8 million as of December 31, 2025 and 2024, respectively, and were primarily related to certain insurance obligations.

On August 30, 2023, SNL issued and sold $ 50.0 million of senior promissory notes under a Private Shelf Agreement to certain affiliates of PGIM, Inc.

(“Prudential”).

The notes represent senior promissory notes of SNL, bear interest of 5.63 % per year, are payable semiannual ly, and mature in August 2028.

On November 22, 2024, SNL entered into a new credit agreement with Bank of America as administrative agent, which is a delayed-draw term loan facility providing capacity up to $ 400.0 million.

The borrowings are unsecured, are subject to interest over their term based on the either the Term SOFR rate or the ABR (Alternate Base Rate) at the election of the Company for each borrowing, and mature in November 2029.

The amount outstanding under this agreement amounted to $ 300.0 million as of December 31, 2024.

The Company has the option to draw an additional $ 100.0 million during the availability period which ends in August 2025.

Quarterly principal payments of .625% of the outstanding balance will be due beginning September 2025 until the agreement matures in November 2029.

The credit agreements and the guaranty agreements related to the unsecured senior notes contain various financial and other covenants, including required minimum consolidated net worth, consolidated net debt, limitations on indebtedness, transactions with affiliates, shareholder debt, and restricted payments.

The credit agreements and senior notes contain change of control provisions pursuant to which a change of control is defined to mean the Schneider family no longer owns more than 50 % of the combined voting power of our capital shares.

A change of control event causes an immediate termination of unused commitments under the credit agreements and requires repayment of all outstanding borrowings plus accrued interest and fees.

The senior notes require us to provide notice to the note holders offering prepayment of the outstanding principal along with interest accrued to the date of prepayment.

The prepayment date is required to be within 20 to 60 days from the date of notice.

These notes bear interest at 5.63 % per year, are payable semiannual ly, and mature in August 2028.

On November 22, 2024, SNL entered into a credit agreement with Bank of America as administrative agent, establishing a delayed-draw term loan facility of up to $ 400.0 million.

Borrowings under this unsecured facility bear interest at either the Term SOFR or ABR (Alternate Base Rate) at our election and mature in November 2029.

During the first quarter of 2025, we drew the remaining $ 100.0 million of available capacity.

Outstanding borrowings under this agreement totaled $ 347.5 million and $ 300.0 million as of December 31, 2025 and 2024, respectively.

Beginning in September 2025, quarterly principal payments equal to 0.625% of the outstanding balance are due until maturity.

The credit agreements and the guaranty agreements related to the unsecured senior notes contain various financial and other covenants, including minimum consolidated net worth, consolidated net debt, restrictions on additional indebtedness, transactions with affiliates, shareholder debt, and restricted payments.

These agreements also contain change-of-control provisions, which define a change-of-control as the Schneider family owning less than 50 % of the combined voting power of our capital shares.

A change-of-control event would result in immediate termination of unused commitments under the credit agreements and require repayment of all outstanding borrowings plus accrued interest and fees.

Upon a change of control, the senior notes require us to offer prepayment of the outstanding principal and interest accrued to the date of prepayment, which is required to be within 20 to 60 days from the date of notice.

As of December 31, 2025, the Company was in compliance with all financial covenants.

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Long-term lease obligations $ 63.6 $ 2.5

For certain of our real estate leases, there are options contained within the lease agreement to extend beyond the initial lease term.

The Company recognizes options as right-of-use assets and lease liabilities when deemed reasonably certain to be exercised.

Future operating lease payments as of December 31, 2024 include $ 0.7 million related to options to extend lease terms that we are reasonably certain to exercise.

As of December 31, 2024, we had leases that were signed but had not yet commenced totaling $ 0.1 million over their lease terms.

These leases will commence in 2025 and have lease terms of one to two years .

As of December 31, 2025, we did not have any leases that were signed but had not yet commenced.

The consolidated balance sheets include right-of-use assets acquired under finance leases as components of property and equipment as of December 31, 2025 and 2024.

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Operating profit $ 24.0 $ 24.0 $ 31.2

Interest income on lease receivable $ 32.0 $ 36.1 $ 37.0

Interest income on lease receivables $ 32.6 $ 32.0 $ 36.1

The table below provides the updated requirements of ASU 2023-09 for 2025.

The provision for income taxes for the year ended December 31, 2025 differed from the amounts computed using the federal statutory rate in effect as follows:

Year Ended December 31, 2025

(in millions, except percentages) Dollar Impact Percent

Provision for income taxes at U.S.

federal statutory rate $ 29.0 21.0 %

State and local income taxes, net of federal benefit (1)

Foreign tax effects 0.2 0.1

Effect of changes in tax laws or rates enacted in the current period ( 0.7 ) ( 0.5 )

Transferable tax credits ( 2.0 ) ( 1.4 )

Other credits ( 1.2 ) ( 0.8 )

Nontaxable or nondeductible items

Nondeductible per diem payments 3.0 2.2

Nondeductible compensation 2.1 1.5

Other 0.8 0.6

Changes in unrecognized tax benefits ( 0.6 ) ( 0.5 )

Total tax provision and effective tax rate $ 34.4 24.9 %

(1) State taxes in California, Connecticut, and Illinois made up the majority of the tax effect in this category.

As previously disclosed, the provision for income taxes for the years ended December 31, 2024 and 2023 differed from the amounts computed using the federal statutory rate in effect as follows:

(in millions, except percentages) Dollar Impact Percent Dollar Impact Percent

Income tax at federal statutory rate $ 32.0 21.0 % $ 64.3 21.0 %

State tax—net of federal effect 3.0 2.0 13.8 4.5

Change in valuation allowance — — ( 10.7 ) ( 3.5 )

Other—net 0.2 0.1 0.2 0.1

Total tax provision and effective tax rate $ 35.2 23.1 % $ 67.6 22.1 %

The components of the provision for income taxes for the years ended December 31, 2025, 2024, and 2023 were as follows:

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Total provision for income taxes $ 34.4 $ 35.2 $ 67.6

For the year ended December 31, 2024, the foreign provision for income taxes is insignificant to our overall position.

For the years ended December 31, 2023, and 2022, the foreign provision (benefit) for income taxes is primarily related to the tax impact on the sale of our Canadian facility.

The provision for income taxes for the years ended December 31, 2024, 2023, and 2022 differed from the amounts computed using the federal statutory rate in effect as follows:

2024 2023 2022

(in millions, except percentages) Dollar Impact Rate Dollar Impact Rate Dollar Impact Rate

Income tax at federal statutory rate $ 32.0 21.0 % $ 64.3 21.0 % $ 126.8 21.0 %

State tax—net of federal effect 3.0 2.0 13.8 4.5 15.4 2.6

Change in valuation allowance — — ( 10.7 ) ( 3.5 ) 10.7 1.8

Other—net 0.2 0.1 0.2 0.1 ( 6.7 ) ( 1.2 )

Total provision for income taxes $ 35.2 23.1 % $ 67.6 22.1 % $ 146.2 24.2 %

For all years presented, the pretax income associated with foreign entities is insignificant.

For the years ended December 31, 2025, and 2024, the foreign provision for income taxes is insignificant to our overall position.

For the year ended December 31, 2023, the foreign benefit for income taxes is primarily related to the tax impact on the sale of our Canadian facility.

The following is a supplemental schedule of cash paid for income taxes:

(in millions) 2025

Cash paid during the year for income taxes, net of refunds

Federal $ ( 1.2 )

State and Local:

Pennsylvania 0.8

Tennessee 0.6

Louisiana 0.2

Total cash paid during the year for income taxes $ 4.4

The following table represents the cash (refunded) paid for income taxes prior to the adoption of ASU 2023-09

(in millions) 2024 2023

Cash (refunded) paid during the year for income taxes $ ( 0.2 ) $ 67.6

The components of the net deferred tax liability included in deferred income taxes in the consolidated balance sheets as of December 31, 2025 and 2024 were as follows:

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Compensation and employee benefits $ 8.6 $ 8.3

Insurance and claims accruals 11.5 3.9

Operating lease liabilities 23.3 20.5

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Accrued interest and penalties for such unrecognized tax benefits as of December 31, 2025 and 2024 were $ 2.4 million and $ 2.6 million, respectively.

We expect no significant increases or decreases for unrecognized tax benefits during the twelve months immediately following the December 31, 2024 reporting date.

As of December 31, 2025, 2024, and 2023, a reconciliation of the beginning and ending unrecognized tax benefits, which is recorded as other noncurrent liabilities in the consolidated balance sheets, is as follows:

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Gross unrecognized tax benefits—beginning of year $ 4.0 $ 4.4 $ 6.0

Gross increases—tax positions related to current year — — 1.0

Gross decreases—tax positions taken in prior years ( 0.5 ) ( 0.4 ) ( 0.5 )

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State and foreign jurisdictional statutes of limitations generally range from three to four years.

Carryforwards

As of December 31, 2025, we had $ 354.1 million of state net operating loss carryforwards which are subject to expiration from 2026 to 2046;

We also had federal credit carryforwards of $ 34.8 million which are subject to expiration in 2044, state credit carryforwards of $ 2.0 million, which are subject to expiration from 2027 to 2049, and no capital loss carryforwards.

The deferred tax assets related to carryforwards as of December 31, 2024 were $ 34.8 million for federal credit carryforwards, $ 13.3 million for state net operating loss carryforwards, and $ 1.7 million for state credit carryforwards.

Carryforwards are reviewed

for recoverability based on historical taxable income, the expected reversals of existing temporary differences, tax-planning strategies, and projections of future taxable income.

$ 2.6 million of state credit carryforwards, which are subject to expiration from 2027 to 2041;

and $ 5.1 million of capital loss carryovers.

There is the ability to carryback the full amount of the capital losses to refund taxes paid in 2022.

We did no t have any federal credit carryforwards.

The deferred tax assets related to carryforwards as of December 31, 2025 were $ 17.4 million for state net operating loss carryforwards, $ 2.1 million for state credit carryforwards, and $ 1.1 million for capital loss carryovers.

Carryovers are reviewed for recoverability based on historical taxable income, the expected reversals of existing temporary differences, tax-planning strategies, and projections of future taxable income.

As of December 31, 2025, we carried a total valuation allowance of $ 1.0 million, which was against state deferred tax assets.

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Basic earnings per common share (2)

$ 0.59 $ 0.67 $ 1.35

Diluted earnings per common share (2)

0.59 0.66 1.34

(1) Weighted average diluted common shares outstanding may not sum due to rounding.

The calculation of diluted earnings per share excluded no share-based awards and options that had anti-dilutive effect for the year ended December 31, 2024.

The calculation excluded 0.2 million and 0.3 million share-based awards and options that had an anti-dilutive effect for the years ended 2023 and 2022, respectively.

(2) Earnings per share were calculated on full precision amounts.

Share-based awards and options excluded from the calculation of diluted earnings per share due to having an anti-dilutive effect for the years ended December 31, 2025, 2024, and 2023 were not material.

Common Shares Outstanding

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Outstanding at end of period 91,985,627 92,221,383 92,931,242

In January 2023, our Board approved a share repurchase program under which the Company is authorized to repurchase up to $ 150.0 million of its Class A and/or Class B common shares.

The program does not obligate the Company to repurchase a minimum number of shares and is intended to help offset the dilutive effect of equity grants to employees over time.

Under this program, the Company may repurchase shares in privately negotiated and/or open market transactions.

In January 2023, our Board approved a share repurchase program under which the Company was authorized to repurchase up to $ 150.0 million of its Class A and/or Class B common shares (“the 2023 Program”).

As of December 31, 2025, the Company had repurchased $ 110.1 million of the $ 150.0 million authorized under the repurchase program.

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During 2025, 2024, and 2023, the Company declared cash dividends totaling $ 0.38 , $ 0.38 , and $ 0.36 per share, respectively.

Subsequent Event - Dividends Declared

Subsequent Events - Dividends Declared and Share Repurchase Program

In January 2026, our Board declared a quarterly cash dividend for the first fiscal quarter of 2026 in the amount of $ 0.10 per share to holders of our Class A and Class B common stock.

The dividend is payable to shareholders of record at the close of business on March 13, 2026 and is expected to be paid on April 8, 2026 .

In January 2026, our Board also authorized a new three-year, $ 150.0 million share repurchase program, effective upon the expiration of the 2023 Program.

This new authorization replaces the 2023 Program, does not obligate the Company to repurchase a minimum number of shares, and is intended to help offset the dilutive effect of equity grants to employees over time.

Under this program, the Company may repurchase shares in privately negotiated and/or open market transactions.

EMPLOYEE BENEFIT PLANS

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This cost is recognized over the period for which an employee is required to provide service in exchange for the award, subject to the attainment of performance metrics established for performance shares and PSUs.

Share-based compensation

expense is recorded in salaries, wages, and benefits in our consolidated statements of comprehensive income, along with other compensation expenses to employees.

Share-based compensation expense is recorded in salaries, wages, and benefits in our consolidated statements of comprehensive income, along with other compensation expenses to employees.

The following table summarizes the components of our employee share-based compensation expense.

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302,841 26.77

Vested ( 310,648 ) 24.43

Forfeited ( 185,954 ) 28.30

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The options expire ten years from the date of grant.

No non-qualified stock options were granted in 2025 , 2024, or 2023 .

Non-qualified Stock Options Outstanding Number of Awards Weighted Average Exercise Price Weighted Average Remaining Contractual Term

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Outstanding on December 31, 2022 1,038,643 $ 22.39 7.6 $ 1,794

Granted 311,501 25.58

Exercised (2)

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(2) Cash received upon exercise of stock options was $ 0.8 million in 2025, $ 2.6 million in 2024, and $ 0.1 million in 2023.

(3) No NQSOs were granted in 2023 and 2024.

Unvested Non-qualified Stock Options Number of Awards Weighted Average Grant Date Fair Value

Unvested on December 31, 2022 635,698 $ 6.65

Granted 311,501 7.32

Vested ( 233,226 ) 6.59

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Unvested on December 31, 2025 62,079 $ 7.22

(1) No NQSOs were granted during 2023 and 2024.

We estimate the grant date fair value of option awards using the Black-Scholes option pricing model which uses assumptions over the expected term of the options.

We use volatility analysis of comparable companies to determine the expected volatility of the stock and market data to estimate option exercise and employee termination within the valuation model.

The expected term of options granted is based on the average of the contractual term and the weighted average of the vesting term, and it represents the average period of time that options granted are expected to be outstanding.

The risk-free rate for periods within the contractual life of the option is based on the U.S.

Treasury yield curve in effect at the time of grant.

Assumptions used in calculating the Black-Scholes value of options granted during 2022 were as follows:

Weighted-average Black-Scholes value $ 7.32

Black-Scholes assumptions:

Expected term 6.25 years

Expected volatility 30.0 %

Expected dividend yield 1.2

Risk-free interest rate 2.1

Director Share Awards and Deferred Stock Units

Equity awards are granted to each director annually on the date of our annual shareholder meeting and accounted for as equity-based in accordance with applicable accounting standards for these types of share-based payments.

Expense related to our director equity-based awards was $ 1.5 million in 2024, $ 1.4 million in 2023, and $ 1.4 million in 2022.

Expense related to our director equity-based awards was $ 1.5 million in 2025 and 2024 and $ 1.4 million in 2023.

We also grant equity retainer awards, or shares in lieu of cash, on a quarterly basis to our non-employee directors.

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We review our accruals periodically to ensure that the aggregate amounts of our accruals are appropriate at any period after consideration of available insurance coverage.

Although we expect that our claims accruals will continue to vary based on future developments, assuming that we are able to continue to obtain and maintain excess liability insurance coverage for such claims, we do not anticipate that such accruals will, in any period, materially impact our operating results.

As of December 31, 2025, our firm commitments to purchase transportation equipment totaled $ 78.2 million.

In June 2025, we entered into a purchase agreement to acquire land located in Chicago, IL for a purchase price of $ 21.0 million.

The transaction closed in January 2026.

As of December 31, 2025, the Company had no additional material commitments or contingencies related to this purchase.

During 2022, the Company recorded a $ 5.2 million charge as a result of adverse audit assessments by a state tax authority over the applicability of sales tax for prior periods on rolling stock equipment used within that state.

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All assessments and related interest and penalties were recorded within operating supplies and expenses—net on the consolidated statements of comprehensive income.

A representative of the former owners of WSL filed a lawsuit alleging that we did not fulfill certain obligations under the purchase and sale agreement and claiming that the former owners of WSL were entitled to damages including an additional payment of $ 40.0 million under an earn-out arrangement.

On April 25, 2022, the Delaware Superior Court entered judgment in favor of the former owners of WSL, awarding $ 40.0 million in compensatory damages, plus prejudgment interest and the former owners’ attorneys’ fees.

The Company settled with the former owners of WSL for a total of $ 57.0 million, which is included within other general expenses on the consolidated statements of comprehensive income for the year ended December 31, 2022.

SEGMENT REPORTING

We have three reportable segments – Truckload, Intermodal, and Logistics – which are based primarily on the services each segment provides.

As of December 31, 2022, our three operating segments within the Truckload reportable segment were:

VTL, Bulk, and MLS.

As a result of expanding our dedicated business through recent acquisitions, in the fourth quarter of 2023, we reorganized the operating segments within Truckload into Dedicated, which includes MLS and M&M;

With the acquisition of Cowan Systems in December 2024, its truckload operations were added to Dedicated.

The three operating segments are aggregated because they have similar economic characteristics with our other Truckload operating segments and meet the other aggregation criteria described in ASC 280.

Dedicated provides truckload services primarily focused on freight with consistent routes often based on long-term contracts, Van Network which consists of irregular routes, and Bulk which delivers key inputs for manufacturing processes, such as specialty chemicals.

The Intermodal reportable segment provides rail intermodal and drayage services to our customers.

Company-owned containers, chassis, and dray tractors are used to provide these transportation services.

The Company has two operating segments within the Logistics reportable segment - Brokerage and SCDM - which are aggregated because they have similar economic characteristics and meet the other aggregation criteria described in the accounting guidance for segment reporting.

We have three reportable segments – Truckload, Intermodal, and Logistics – which are primarily differentiated by the types of services each provides.

The Company has three operating segments within the Truckload reportable segment - Dedicated, which includes MLS, M&M, and Cowan (effective December 2024);

The three operating segments are aggregated as they have similar economic characteristics with our other Truckload operating segments and meet the other aggregation criteria described in ASC 280.

Dedicated provides truckload services with consistent routes typically supported by long-term contracts.

Van Network consists of irregular routes, and Bulk delivers key inputs for manufacturing processes, such as specialty chemicals.

The Intermodal reportable segment provides rail intermodal and drayage services using Company-owned containers, chassis, and dray tractors.

The Company has two operating segments within the Logistics reportable segment - Brokerage and SCDM - which are aggregated as they have similar economic characteristics and meet the other aggregation criteria described in ASC 280.

In the Logistics segment, we provide additional sources of truck capacity, manage transportation-systems analysis requirements for individual customers, and provide transloading and warehousing services.

In December 2024, Cowan’s logistics operations were integrated into the Logistics reportable segment.

We generate other revenues from our leasing and captive insurance businesses which are operated by wholly owned subsidiaries.

Through November of 2022 and prior to executing a management buyout agreement to sell that business, the Company had operations in Asia that met the definition of an operating segment.

None of these operations meet the quantitative reporting thresholds, and a result, the revenue is presented as other revenues in the tables below.

The revenues generated from these businesses are presented as other revenues in the tables below.

Corporate and other (loss) income from operations-net in the tables below reflect expenses incidental to our operations and not attributable to any of the reportable segments and other allocated corporate costs.

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Income from operations is compared to budgeted, forecasted, and prior period amounts to assess segment performance.

Separate balance sheets are not prepared by segment, and as a result, assets are not separately identifiable by segment.

All transactions between reportable segments are eliminated in consolidation.

Separate balance sheets are not prepared for our segments;

therefore, assets by segment are not reported.

All inter-segment transactions are eliminated in consolidation.

Substantially all of our revenues and assets were generated or located within the U.S.

The following tables summarize our segment information.

Inter-segment revenues include revenues from insurance premiums charged to other segments for workers’ compensation, auto, and other types of insurance and were $ 104.7 million, $ 77.5 million and $ 73.5 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Inter-segment revenues included in Other include revenues from insurance premiums charged to other segments for workers’ compensation, auto, and other types of insurance.

Inter-segment revenues included in Other revenues below were $ 114.4 million, $ 104.7 million and $ 77.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Segment Revenues and Expenses Year Ended December 31, 2025

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Segment income from operations $ 89.1 $ 54.5 $ 32.7 176.3

Corporate and other income from operations—net 8.8

Corporate and other loss from operations—net ( 11.1 )

Income from operations 165.2

Total other income—net ( 9.7 )

Total other expenses—net 13.0

Income before income taxes $ 152.2

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Segment income from operations $ 170.7 $ 71.0 $ 45.9 287.6

Corporate and other loss from operations—net ( 58.1 )

Corporate and other income from operations—net 8.8

Income from operations 296.4

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data